Exhibit 4.1
THIRD AMENDMENT
TO AMENDED AND RESTATED RIGHTS AGREEMENT
THIS THIRD AMENDMENT, dated as of July 26, 2000 (the "Third Amendment")
to the Amended and Restated Rights Agreement, dated as of August 20, 1997 (the
"Agreement"), as amended by the First Amendment thereto dated as of December 11,
1997, and by the Second Amendment thereto dated as of June 1, 1999 (the
Agreement, together with the First and Second Amendments thereto, the "Amended
and Restated Rights Agreement"), is made between LandAmerica Financial Group,
Inc., a Virginia corporation (the "Company"), and State Street Bank and Trust
Company (the "Rights Agent").
The Company and the Rights Agent desire to amend the Agreement pursuant
to and in accordance with Section 27 thereof, as set forth herein. Accordingly,
the parties hereto agree as follows:
1. Section 1(a) of the Agreement is amended to read as follows:
(a) "Acquiring Person" shall mean any Person (as
such term is hereinafter defined) who or which, together with
all Affiliates and Associates (as such terms are hereinafter
defined) of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 20% or more of the Common
Shares (as such term is hereinafter defined) of the Company
then outstanding, but shall not include the Company, any
Subsidiary (as such term is hereinafter defined) of the
Company, any employee benefit plan of the Company or any
Subsidiary of the Company, or any entity holding Common Shares
for or pursuant to the terms of any such plan. Notwithstanding
the foregoing, no Person shall become an "Acquiring Person" as
the result of an acquisition of Common Shares by the Company
which, by reducing the number of shares outstanding, increases
the proportionate number of shares beneficially owned by such
Person to 20% or more of the Common Shares of the Company then
outstanding; provided, however, that if a Person shall become
the Beneficial Owner of 20% or more of the Common Shares of
the Company then outstanding by reason of share purchases by
the Company and shall, after such share purchases by the
Company, become the Beneficial Owner of any additional Common
Shares of the Company, then such Person shall be deemed to be
an "Acquiring Person." Notwithstanding anything in this
Agreement to the contrary, RIC (as such term is hereinafter
defined) and any Affiliate of RIC shall not be, or be deemed
to be, an Acquiring Person by virtue of (i) the approval,
execution, delivery or performance of the Stock Purchase
Agreement (as such term is hereinafter defined) or the Voting
and Standstill Agreement (as such term is defined in the Stock
Purchase Agreement), (ii) the approval, execution, delivery or
performance of the
Amended and Restated Stock Purchase Agreement (as such term is
hereinafter defined) or the Voting and Standstill Agreement
(as such term is defined in the Amended and Restated Stock
Purchase Agreement), or (iii) the acquisition of the
Transaction Shares (as such term is hereinafter defined) by
RIC or any Affiliate of RIC; provided, however, that the
provisions of this sentence (other than this proviso) shall
not be applicable in the event (i) RIC or any Affiliate of RIC
becomes the Beneficial Owner of any Common Shares of the
Company or of any Series B Preferred Shares (as such term is
hereinafter defined) other than the Transaction Shares, or
(ii) any Person who is the Beneficial Owner of any Common
Shares engages in any business combination transaction with
RIC or any Affiliate of RIC (or any successor in interest to
RIC or any Affiliate of RIC) resulting in such Person being or
becoming the Beneficial Owner, on the effective date of such
transaction, of (x) the Transaction Shares and (y) any such
Common Shares. Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that a
Person who would otherwise be an "Acquiring Person," as
defined pursuant to the foregoing provisions of this paragraph
(a), has become such inadvertently, and such Person (or its
Affiliate or Associate, as the case may be) divests as
promptly as practicable a sufficient number of Common Shares
so that such Person would no longer be an "Acquiring Person,"
as defined pursuant to the foregoing provisions of this
paragraph (a), then such Person shall not be deemed to be an
"Acquiring Person" for any purposes of this Agreement.
2. Except as amended hereby, the Amended and Restated Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
3. Unless otherwise defined herein, all defined terms used herein
shall have the same meanings given to them in the Amended and Restated Rights
Agreement.
4. This Third Amendment to Amended and Restated Rights Agreement
shall be deemed to be a contract made under the laws of the Commonwealth of
Virginia and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made and performed
entirely within such State.
5. This Third Amendment to Amended and Restated Rights Agreement
may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument. The parties hereto
acknowledge and agree that original signatures delivered by facsimile
transmission shall be accepted as original to evidence execution of this Third
Amendment to Amended and Restated Rights Agreement.
6. In all respects not inconsistent with the terms and provisions
of this Third Amendment to Amended and Restated Rights Agreement, the Amended
and Restated Rights
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Agreement is hereby ratified, adopted, approved and confirmed. In executing and
delivering this Third Amendment to Amended and Restated Rights Agreement, the
Rights Agent shall be entitled to all the privileges and immunities afforded to
the Rights Agent under the terms and conditions of the Amended and Restated
Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to Amended and Restated Rights Agreement to be duly executed and attested, all
as of the day and year first above written.
Attest: LANDAMERICA FINANCIAL GROUP, INC.
By: /s/ By: /s/
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Title: Title:
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Attest: STATE STREET BANK AND TRUST COMPANY
By: /s/ By: /s/
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Title: Title:
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